MEDPACE HOLDINGS, INC. (NASDAQ:MEDP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On November30, 2017, Medpace Holdings, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC and Credit Suisse Securities (USA) LLC, the representatives of the several underwriters named therein (the “Underwriters”), and investment funds affiliated with Cinven Capital Management (V)General Partner Limited (the “Selling Shareholder”), to which the Selling Shareholder agreed to sell 4,000,000 shares of common stock of the Company (the “Shares”) to the Underwriters (the “Offering”). The Offering closed on December5, 2017. The Company did not sell any shares in the Offering and did not receive any proceeds from the Offering. The Underwriting Agreement also granted the Underwriters an option for a period of 30 days to purchase up to an additional 600,000 Shares from the Selling Shareholder. The Underwriters exercised in full their option to purchase an additional 600,000 Shares from the Selling Shareholder, which closed concurrently with the Offering on December5, 2017.
to the Underwriting Agreement, the Company agreed to purchase 2,000,000 Shares from the Underwriters at a price per share equal to the price being paid by the Underwriters to the Selling Shareholder, resulting in an aggregate purchase price of approximately $60.3million (the “Share Repurchase”). The Company expects to fund the Share Repurchase with approximately $60.0million of borrowings under its senior secured revolving credit facility. The Company expects to fund any remaining amount and related fees and expenses for the Offering and the Share Repurchase with cash on hand.
The Offering was made to a previously filed Registration Statement on Form S-3 (File No.333-220306), which was declared effective by the U.S. Securities and Exchange Commission on October23, 2017. The Offering is being made only by means of the prospectus supplement and the accompanying prospectus.
The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Shares by the Selling Shareholder to the Underwriters, the terms and conditions for the Share Repurchase, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto. The above description is qualified in its entirety by reference to such exhibit.
| Item 1.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Medpace Holdings, Inc. ExhibitEX-1.1 2 d698954dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION 4,…To view the full exhibit click here
About MEDPACE HOLDINGS, INC. (NASDAQ:MEDP)
Medpace Holdings, Inc. is a clinical contract research organization. The Company provides clinical research-based drug and medical device development services. The Company partners with pharmaceutical, biotechnology, and medical device companies in the development and execution of clinical trials. The Company’s drug development services focus on full service Phase I-IV clinical development services and include development plan design, coordinated central laboratory, project management, regulatory affairs, clinical monitoring, data management and analysis, pharmacovigilance new drug application submissions, and post-marketing clinical support. The Company also provides bio-analytical laboratory services, clinical human pharmacology, imaging services, and electrocardiography reading support for clinical trials. The Company’s operations are principally based in North America, Europe, and Asia.
